SEC Comment Letter for SolarWindow Technologies, Inc. (WNDW) (CIK 0001071840) (WNDW) — May 13, 2010
SolarWindow Technologies, Inc. (WNDW) (CIK 0001071840)
Date: May 13, 2010 · CIK: 0001071840 · Accession: 0000000000-10-026587
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File numbers found in text: 333-162417
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Via U.S. Mail and Facsimile Mail Stop 4631 May 13, 2010 Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland 20866 Re: New Energy Technologies, Inc. Amendment No. 4 to Registrati on Statement on Form S-1 Filed April 30, 2010 File No. 333-162417
Dear Mr. Patel:
We have reviewed your filing and have the following comments. Selling Stockholders, page 73
1. Please reinsert the language you have dele ted in this amendment from footnote 10, or tell us why the language was remove d. This information had been provided pursuant to earlier comments seeking clar ification of the source of these shares, and served to distinguish the options overl ying the shares being offered for resale by Mr. Patel from those which have not yet vested.
Index to Consolidated Financial Statements, page 80
2. We note disclosure of updated financial statements for the period ended February 28, 2010 in the index to consolidated financ ial statements. However, the updated financial statements are not included in the registration statement. Instead, it appears that you have filed financial statements for th e period ended November 29, 2009. Please revise to include updated financial information.
Meetesh V. Patel New Energy Technologies, Inc. May 13, 2010 Page 2 Index to Exhibits
3. We note disclosure of redacted exhibits. Please submit a confidential treatment request or provide the unredacted exhi bits for exhibits 10.5 and 10.6. Please adequately mark that conf idential treatment has been granted for Exhibits 10.3 and 10.4. See Staff Legal Bulletin 1A, Section II, D(5). Please note that we must complete the processing of any requests for confidential treatment and we may have comments on such requests prior to any request for acceleration.
Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202) 551-3760 with any questions.
S i n c e r e l y , Pamela Long A s s i s t a n t D i r e c t o r
cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 ) Sierchio & Company, LLP 430 Park Avenue, 7 th Floor New York, New York 10022
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Via U.S. Mail and Facsimile
Mail Stop 4631
May 13, 2010
Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland 20866
Re: New Energy Technologies, Inc.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed April 30, 2010
File No. 333-162417
Dear Mr. Patel:
We have reviewed your filing and have the following comments.
Selling Stockholders, page 73
1. Please reinsert the language you have dele ted in this amendment from footnote
10, or tell us why the language was remove d. This information had been provided
pursuant to earlier comments seeking clar ification of the source of these shares,
and served to distinguish the options overl ying the shares being offered for resale
by Mr. Patel from those which have not yet vested.
Index to Consolidated Financial Statements, page 80
2. We note disclosure of updated financial statements for the period ended February
28, 2010 in the index to consolidated financ ial statements. However, the updated
financial statements are not included in the registration statement. Instead, it
appears that you have filed financial statements for th e period ended November
29, 2009. Please revise to include updated financial information.
Meetesh V. Patel
New Energy Technologies, Inc. May 13, 2010 Page 2 Index to Exhibits
3. We note disclosure of redacted exhibits. Please submit a confidential treatment
request or provide the unredacted exhi bits for exhibits 10.5 and 10.6. Please
adequately mark that conf idential treatment has been granted for Exhibits 10.3
and 10.4. See Staff Legal Bulletin 1A, Section II, D(5). Please note that we must
complete the processing of any requests for confidential treatment and we may have comments on such requests prior to any request for acceleration.
Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202)
551-3760 with any questions.
S i n c e r e l y , Pamela Long A s s i s t a n t D i r e c t o r
cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 )
Sierchio & Company, LLP 430 Park Avenue, 7
th Floor
New York, New York 10022